TransDigm Group Announces Proposed Private Offering of $400 Million of Additional Senior Secured Notes Due 2026

CLEVELAND, April 13, 2020 /PRNewswire/ -- TransDigm Group Incorporated ("TransDigm Group") (NYSE: TDG) announced today that its wholly-owned subsidiary, TransDigm Inc. (the "Company"), is planning, subject to market and other conditions, to offer an additional $400 million aggregate principal amount of 6.25% Senior Secured Notes due 2026 (the "Notes") in a private offering that will be exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act"). The Notes will be an additional issuance of the Company's existing 6.25% Senior Secured Notes due 2026 and will be issued as additional notes under the indenture dated as of February 13, 2019 (the "Indenture") pursuant to which the Company previously issued $4,000 million aggregate principal amount of 6.25% Senior Secured Notes due 2026 (the "Existing Notes"). The Notes, together with the Existing Notes, will be treated as a single class for all purposes under the Indenture. The Notes will be of the same class and series as, and otherwise identical to, the Existing Notes other than with respect to the date of issuance and issue price. It is expected that the Notes will be guaranteed, with certain exceptions, by TransDigm Group, TransDigm UK Holdings plc and all of TransDigm Inc.'s existing and future U.S. subsidiaries on a senior secured basis.

TransDigm Group expects to use the net proceeds from the offering of the Notes for general corporate purposes, including further increasing its liquidity.

This is not an offer to sell or the solicitation of an offer to buy any securities. The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act, applicable state securities or blue sky laws and foreign securities laws.